Madhur Knit Crafts Ltd Directors Report

OUR MANAGEMENT

As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and not more than 15 (Fifteen) Directors on our Board, subject to provisions of Section 149 of Companies Act, 2013. As on date of this Red Herring Prospectus, our Board consists of six (6) Directors, comprising three (3) Executive Director out of whom one (1) is Managing Director and two (2) are Whole Time Directors and three (3) are Non-Executive Independent Directors including one (1) Women Independent Director.

Board of Directors

The following table sets forth certain details regarding the members of our Companys Board as on the date of this Red Herring Prospectus:

Sr. No.	Name, DIN, Date of Birth, Qualification, Designation, Occupation, Address, Nationality and Term	Age	Other Directorship(s)
1.	Arun Gupta	60	List of Associated Companies
	DIN: 00585772		- Vidya Udyog Private Limited
	Designation: Managing Director		- Trimurti Textile Park Association
	Date of Birth: November 04, 1965
	Qualification: Senior Secondary		List of Associated LLPs
	Experience: 40 years		N/A
	Address: 87-88 K, Sarabha Nagar, Ludhiana, Punjab-
	141001, India
	Occupation: Business
	Term of Office: 5 Years from June 11, 2025, liable to retire by rotation. Date of Expiration of Current Term: June 10, 2030 Period of Directorship: Since Incorporation
2.	Piyush Gupta	36	List of Associated Companies
	DIN: 05141402		- Trimurti Textile Park Association
	Designation: Whole Time Director and Chief Financial
	Officer
			List of Associated LLPs
	Date of Birth: September 02, 1989
			N/A
	Qualification: Bachelor of Commerce (Hons.)
	Experience: 13 years
	Address: 87- K, Sarabha Nagar, Ludhiana, Punjab-
	141001, India
	Occupation: Business
	Term of Office: 5 Years from February 01, 2025, Liable
	to retire by rotation
	Date of Expiration of Current Term: January 31, 2030
	Period of Directorship: Since December 08, 2011
3.	Chirag Gupta	33	List of Associated Companies
	DIN: 08330420		N/A
	Designation: Whole Time Director
	Date of Birth: January 02, 1993		List of Associated LLPs
	Qualification: Bachelor of Arts (Hons.)		N/A
	Experience: 6 years
	Address: 87-88 K, Sarabha Nagar, Ludhiana, Punjab-
	141001, India
	Occupation: Business
	Term of Office: 5 Years from February 01, 2025, Liable
	to retire by rotation
	Date of Expiration of Current Term: January 31, 2030
	Period of Directorship: Since January 15, 2019
4.	Avinash Rai	75	List of Associated Companies
	DIN: 02028350		N/A
	Designation: Independent Director
	Date of Birth: July 29, 1951		List of Associated LLPs
	Qualification: Bachelor of Commerce		N/A
	Experience: 6 years
	Address: 19A, Country Homes East, Ludhiana-142027,
	Ludhiana, Punjab- India
	Occupation: Business
	Term of Office: 5 years
	Date of Expiration of Current Term: 30th January 2031
	Period of Directorship: Since January 31, 2025
5.	Sanjay Kapoor	60	List of Associated Companies
	DIN: 10957615
			N/A
	Designation: Independent Director
	Date of Birth: 13-03-1966
			List of Associated LLPs
	Qualification: Bachelor of Arts and PG Diploma in
			N/A
	Business Management
	Experience: 29 years
	Address: H No. D-274, South City, Ayali Khurd,
	Ludhiana, Punjab-142027
	Occupation: Professional
	Term of Office: 5 years
	Date of Expiration of Current Term: 30th January 2031
	Period of Directorship: Since January 31, 2025
6.	Gurpreet Kaur	62	List of Associated Companies
	DIN: 09356854
	Designation: Independent Director		- Ceigall Jalbehra Shahbad
			Greenfield Highway Private
	Date of Birth: August 24, 1963
			Limited
	Qualification: Master of Commerce and Doctor of
			- Ceigall Bathinda Dabwali
	Philosophy (Commerce & Management Studies
			Highways Private Limited
	Experience: 37 years
			- Avon Cycles Limited
	Address: House no 36 , Ranjit Nagar , Ludhiana , Punjab 141012		- Ceigall India Limited
	Occupation: Professional		List of Associated LLPs
	Term of Office: 5 years		N/A
	Date of Expiration of Current Term: 10th January 2030
	Period of Directorship: Since June 11 2025

Brief Profile of the Directors

Arun Gupta is the Managing Director and is also the Promoter of the company and has been associated with the Company since incorporation. He completed his Higher Secondary from CBSE Board in 1983. He has done business mastery program from Business Coaching India, New Delhi in 2023. He possesses over four decades of experience in the textile and Yarn industry. As Managing Director, he is responsible for coordinating operations, managing planning and implementation, and overseeing the expansion and overall management of the companys business. His responsibilities include supervising daily operations, handling public relations, making strategic decisions, and maintaining relationships with clients, stakeholders, and shareholders. He has been serving as a Director in Vidya Udyog Private Limited since 2025 and Trimurti Textile Park Association since 2023. He was also a Director of Trimurti Hosiery Mills Private Limited from 1994 to 2023.

Piyush Gupta is a Whole Time Director and Chief Financial Officer of the Company and has been associated with the Company since December 08, 2011. He holds a Bachelor of Commerce (Hons.) from Punjab University in 2010. He has done business mastery program from Business Coaching India, New Delhi in 2023. He possesses over a decade of experience in financial planning and control, administrative management, budgeting, and strategic decision-making. As Chief Financial Officer, he is responsible for overseeing financial operations, internal controls, administrative frameworks, and aligning long-term financial strategy with business growth objectives. Prior to joining the Company, he worked as an intern at Vardhman Spinning & General Mills from May 7, 2009, to June 6, 2009, where he gained experience in production operations and financial systems. He has been serving as a Director in Trimurti Textile Park Association since 2023.

Chirag Gupta is a Whole Time Director and has been associated with the Company since January 15, 2019. He holds a degree in BA (Hons.) in Fashion Business Management from Pearl Academy in 2025, and He has done business mastery program from Business Coaching India, New Delhi in 2023. Currently, He manages operations and production, covering the entire production lifecycle including resource planning, quality control, process optimization, and supply chain coordination. Prior to joining the Company, he worked as Sales executive intern with Diesel (Jeans Brand), in New Delhi from 2013 to 2014 wherein he was assisting in retail sales operations and building customer relationships.

Avinash Rai, aged 74 years, has been serving as an Independent Director of our Company since January 31, 2025. He holds a bachelors degree in commerce from Punjab University, Chandigarh, and brings with him over four years of board-level experience across diverse industries, including textiles, food, and real estate. Mr. Rai has held several leadership positions during his career. From September 30, 2008 to May 1, 2009, he served as Whole-Time Director at Aerens Entertainment Zone Ltd., where he was responsible for administering and executing large-scale real estate and retail projects. From April 2, 2010 to September 27, 2012, he was a Director at Punjab Small Industries and Export Corporation Limited, gaining valuable experience in liaising with central and state authorities, driving corporate strategy, leading high-performance teams, and implementing CSR and women empowerment initiatives. He was also associated with SEL Manufacturing Company Limited from May 2010 to November 2014, further enhancing his expertise in the textile sector. In addition, he briefly served as a Director at Vista Knitberry Fashions Limited (July 29, 2014 to October 30, 2014) and Beverly Food & Beverages Limited (June 9, 2014 to November 25, 2014).

Sanjay Kapoor, aged 60 Years, is an Independent Director of our Company since 31st January 2025. He holds a BA degree from Punjab University (1986) and a Post Graduate Diploma in Business Management (1988). He has over 27 years of diverse experience across the yarn and textile, FMCG, telecommunications and direct selling industries. He commenced his career in the yarn and textile sector, where he worked as a commission agent and trader for over 12 years, assisting in market development. He subsequently served as a distributor in the FMCG sector handling brands such as Bikano, Mahan Ghee, Cremica, Duke and Unibic, and later worked in the mobile and telecommunication sector. Since 1996, he has been associated with the direct selling industry and is currently engaged with Vestige Marketing Private Limited where he has been instrumental in developing markets across India and is actively involved in motivational speaking and leadership development.

Gurpreet Kaur, aged 62 years, is an Independent Director of our Company. She holds a Masters degree in Commerce from

Punjab University (1985) and a Doctorate in Philosophy from Himachal Pradesh University (2012). She has over 35 years of experience in higher education and institutional management. She began her career as an Assistant Professor at Satish Chander Dhawan Government College on January 21, 1988, was promoted to Associate Professor on January 1, 2006, and subsequently appointed as Principal on February 9, 2021. She retired from this role on August 31, 2021. In addition to her academic career, she contributes actively to corporate governance. She has been serving as an Independent Director of Ceigall India Ltd. since 2021 and a Director at Avon Cycles Ltd. from February 4, 2023. She is also an Independent Director of Ceigall Malout Abohar Sadhu Wali Highways Private Limited, Ceigall Jalbehra Shahbad Greenfield Highway Private Limited, and Ceigall Bathinda Dabwali Highways Private Limited since 2025.

Details of current and past directorship(s) in listed companies whose shares have been / were suspended from being traded on the stock exchanges and reasons for suspension

None of our Directors is / was a Director in any listed company during the last five years before the date of filing of this Red Herring Prospectus, whose shares have been / were suspended from being traded on any stock exchange.

Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock exchange(s) and reasons for delisting

None of our Directors are currently or have been on the board of directors of a public listed company whose shares have been or were delisted from any stock exchange.

Nature of any family relationship between any of the Directors or directors and key managerial personnel / senior management

None of the Directors or Director and Key Managerial Personnel or Senior Management of the Company are related to each other as per Section 2(77) of the Companies Act, 2013 except as discussed below:

Sr. No.	Name of Director	Designation	Relationship with other Directors
1.	Arun Gupta	Managing Director	Father of Piyush Gupta and Chirag Gupta
2.	Piyush Gupta	Chief Financial Officer and Whole Time Director	Son of Arun Gupta
			Brother of Chirag Gupta
3.	Chirag Gupta	Whole Time Director	Son of Arun Gupta
			Brother of Piyush Gupta

Arrangements with major Shareholders, Customers, Suppliers or Others

There are no arrangements or understandings with any shareholder, customer, supplier, or other entity pursuant to which any of our Directors, Key Managerial Personnel, or members of the senior management have been appointed. Further, none of our Key Managerial Personnel have been appointed pursuant to any such arrangement or understanding. Our Company also does not have any Key Managerial Personnel or other persons nominated by any shareholder or any other entity.

Service Contracts

None of our Directors have entered into any service contracts with our Company, other than in their individual capacity as Directors, and no benefits are payable to them upon termination of their employment, other than statutory benefits. Further, except for statutory benefits payable upon termination or retirement, no officer of our Company, including the Directors and Key Managerial Personnel, is entitled to any benefits upon cessation of employment with our Company.

Borrowing Power of the Board

In terms of the special resolution passed at an Annual General Meeting of our Company held on 22 September, 2025 and pursuant to Section 180(1)(c) and any other applicable provisions, of the Companies Act, 2013 and the rules made thereunder, the consent of members of the Company has been accorded to borrow from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business), may exceed the aggregate of the paid up capital of the Company and free reserve, provided that the total outstanding amount so borrowed, shall not at any time exceed the limit of INR 50 Crores.

Other Confirmations

As on the date of this Red Herring Prospectus:

- None of our Directors is or was a director of any listed company during the last five years preceding the date of this Red Herring Prospectus, whose shares have been or were suspended from being traded on the NSE, during the term of their directorship in such company.

- None of the Directors are on the RBI List of wilful defaulters

- None of our Directors are categorized as a wilful defaulter or a fraudulent borrower, as defined under Regulation 2(1)(lll) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

- None of our Directors is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018. None of the above-mentioned Directors are on the RBI List of wilful defaulters as on the date of this Red Herring Prospectus.

- None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our Company or our Company are debarred by SEBI from accessing the capital market.

- None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

Compensation of Managing Directors, and/or Whole-time Directors

The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and perquisites, professional fee, consultancy fee, if any) paid to our Executive Director(s):

Name	Arun Gupta
Designation	Managing Director
Date of Appointment / Change in	He was originally appointed as a Director of the Company on its incorporation on August
Designation	21, 1997, and was subsequently re-designated as Managing Director from June 11, 2025.
Period	5 Years
Salary	Up to Rs. 24,00,000/- p.a.
Bonus	NA
Perquisite/Benefits	NA
Commission:	NA
Compensation/ remuneration	Nil(1)
paid during the F.Y. 2024-25
Name	Piyush Gupta
Designation	Whole Time Director and Chief Financial Officer
Date of Appointment / Change in	He was appointed as a Director since December 08, 2011 and later he re-designated as a
Designation	Whole Time Director, liable to retire by rotation for a period of 5 years from February 01,
	2025 and appointed as CFO since January 01, 2025.
Period	5 Years
Salary	Up to Rs. 24,00,000/- p.a.
Bonus	NA
Perquisite/Benefits	NA
Commission:	NA
Compensation/ remuneration	24.04 Lakhs(2)
paid during the F.Y. 2024-25
Name	Chirag Gupta
Designation	Whole Time Director
Date of Appointment / Change in	He was appointed as a Director since January 15, 2019 and later he re-designated as a
Designation	Whole Time Director, liable to retire by rotation for a period of 5 years from February 01,
	2025
Period	5 Years
Salary	Up to Rs. 24,00,000/- p.a
Bonus	NA
Perquisite/Benefits	NA
Commission:	NA
Compensation/ remuneration	24.04 Lakhs(2)
paid during the F.Y. 2024-25

Notes:

(1) Arun Gupta had declined remuneration for serving as Managing Director of the Company during the FY 2024-2025. (2) The excess salary paid to Mr. Piyush Gupta and Mr. Chirag Gupta was due to an accounting error during payroll disbursement and the Company has since clawbacked excess remuneration paid.

Payments or Benefits to Our Directors

Non-Executive Directors:

Non-Executive Directors of the company - both Independent and Non-Independent - may be paid sitting fee, commission, and any other amounts as may be decided by our board in accordance with the provisions of the Articles of Association, the Companies Act, and other applicable laws & regulations.

Contingent and deferred compensation payable to the Directors

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration.

Bonus or profit-sharing plan for our directors

Our Company does not have any performance-linked bonus or a profit-sharing plan in which our directors have participated.

Payment of benefits (non-salary related)

Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the date of filing of this Red Herring Prospectus or is intended to be paid or given to any of our directors except the remuneration for services rendered. Our Company will not pay any remuneration to the Independent Directors of our company except the applicable sitting fee and reimbursement of expenses as per the Companies Act, 2013.

Shareholding of Directors of our company

As per the Articles of Association of our Company, a director is not required to hold any shares in our Company to qualify him/her for the office of the Director of our Company. The following table details the shareholding in our Company of our Directors in their personal capacity, as on the date of this Red Herring Prospectus:

Sr. No.	Name of Director	No. of Equity Shares	Percentage of the pre-offer paid up share capital (%)	Percentage of the post-offer paid up share capital (%)
1.	Arun Gupta	45,94,087	33.58%	[-]
2.	Piyush Gupta	22,86,046	16.71%	[-]
3.	Chirag Gupta	26,71,629	19.53%	[-]
Total		95,51,762	69.82%	[-]

Interest of Directors

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services as Directors of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/paid or any loans or advances. Provided to anybody corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.

All our Directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the present Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity Shares.

The Directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or trustees.

Our Directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and Promoters, pursuant to this Issue. All our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Directors himself, other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.

Except as stated in the chapter "Our Management" and "Restated Financial Information" beginning on page 159 and 182 respectively and described herein to the extent of shareholding in our Company, if any, our Directors do not have any other interest in our business.

Our Directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI.

Interest in promotion of Our Company

Except Arun Gupta, Piyush Gupta, and Chirag Gupta, who are Promoters of our company, none of our directors have any interest in the promotion of our Company other than in ordinary course of business.

Interest in the property of Our Company

Our directors have no interest in any property acquired by our Company neither in the preceding two years from the date of this Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Red Herring Prospectus. Our directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Interest in the business of Our Company

Save and except as stated otherwise in "Related Party Transaction" in the chapter titled "Restated Financial Information" beginning on page number 182 of this Red Herring Prospectus, our directors do not have any other interests in our Company as on the date of this Red Herring Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI.

Bonus or profit-sharing plan for the directors

There is no bonus or profit-sharing plan for the Directors of our Company.

Other indirect interest

Except as stated in the chapter titled "Restated Financial Information" beginning on page 182 of this Red Herring Prospectus, none of our sundry debtors or beneficiaries of loans and advances are related to our directors.

Changes in the Board of Directors During the Last Three Years

Save and except as mentioned below, there has been no change in directorships in the Last three years of our Company:

S. No Name	Date of Appointment/ Cessation	Designation	Reason for the Change	Detailed Reason for Resignation
1. Rajesh Gupta	November 02, 2023	Director	Resignation	Not available*
2. Ravi Gupta	November 02, 2023	Director	Resignation	Not available*
3. Madhur Gupta	November 02, 2023	Director	Resignation	Not available*
4. Vani Gupta	October 25, 2023	Director	Appointment	-
5. Nitasha Gupta	October 25, 2023	Director	Appointment	-
6. Sangeeta Gupta	October 25, 2023	Director	Appointment	-
7. Vishnu Gupta	March 11,2024	Director	Resignation	Due to personal reasons
8. Piyush Gupta	January 01, 2025	CFO	Appointment	-
9. Arun Gupta	January 01, 2025	CEO	Appointment	-
10. Avinash Rai	January 31, 2025	Additional Independent Director	Appointment	-
11. Sanjay Kapoor	January 31, 2025	Additional Independent Director	Appointment	-
12. Piyush Gupta	February 01, 2025	Whole-Time Director	Redesignated	-
13. Chirag Gupta	February 01, 2025	Whole-Time Director	Redesignated	-
14. Gurpreet Kaur	June 11, 2025	Independent Director	Appointment	-
15. Arun Gupta	June 11,2025	Managing Director	Redesignated	-
16. Avinash Rai	June 11, 2025	Independent Director	Redesignated	-
17. Sanjay Kapoor	June 11, 2025	Independent Director	Redesignated	-
18. Arun Gupta	June 30, 2025	CEO	Resignation	He resigned from the post of CEO to take up the role and responsibilities of Managing Director.
19. Sangeeta Gupta	August 11, 2025	Director	Resignation	Due to other preoccupations
20. Vani Gupta	August 11, 2025	Director	Resignation	Due to other preoccupations
21. Nitasha Gupta	August 11, 2025	Director	Resignation	Due to other preoccupations

Corporate Governance

In addition to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately upon the listing of Equity Shares on the Stock Exchanges. As on date of this Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including a woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our Company has constituted the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholder Relationship Committee 4. Corporate Social Responsibility Committee

Audit Committee

The Audit Committee was reconstituted vide Board resolution dated June 12, 2025, pursuant to Section 177 of the Companies Act, 2013. As on the date of this Red Herring Prospectus, the Audit Committee comprises of:

Name of the Director	Position in the Committee	Designation
Gurpreet Kaur	Chairman	Independent Director
Avinash Rai	Member	Independent Director
Piyush Gupta	Member	Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

- Oversight the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

- Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

- Approval of payment to statutory auditors for any other services rendered by the statutory auditors

- Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

- Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 134 of the Companies Act, 2013.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements.

- Disclosure of any related party transactions.

- Qualifications in the draft audit report.

- Reviewing, with the management, the half yearly financial statements before submission to the board for approval

- Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

- Review and monitor the auditors independence and performance and effectiveness of the audit process.

- Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

- Scrutiny of inter-corporate loans and investments.

- Valuation of undertakings or assets of the Company, wherever it is necessary.

- Evaluation of internal financial controls and risk management systems.

- Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

- Discussion with internal auditors on any significant findings and follow up thereon.

- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors

- To review the functioning of the Whistle Blower mechanism, in case the same is existing.

- Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

- Carrying out any other function as it mentioned in the terms of reference of the Audit Committee.

- Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower.

- Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders.

The Audit Committee enjoys following powers:

- To investigate any activity within its terms of reference

- To seek information from any employee

- To obtain outside legal or other professional advice

- To secure attendance of outsiders with relevant expertise if it considers necessary

- The audit committee may invite such executives as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on the occasions, it may also meet without the presence of any executives of the Issuer. The finance director, head of the internal audit committee.

The Audit Committee shall mandatorily review the following information:

- Management discussion and analysis of financial condition and results of operations;

- Management letters / letters of internal control weaknesses issued by the statutory auditors;

- Internal audit reports relating to internal control weaknesses; and

- The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

- Statement of deviations:

quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be minimum of two independent members present

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall cease to be a member of this committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted at a meeting of the Board of Directors held on June 12, 2025, As on the date of this Red Herring Prospectus the Nomination and Remuneration Committee comprises of:

Name of the Director	Position in the Committee	Designation
Sanjay Kapoor	Chairman	Independent Director
Avinash Rai	Member	Independent Director
Gurpreet Kaur	Member	Independent Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The scope, functions, and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of Nomination and Remuneration Committee shall include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

(1A). For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

3. Devising a policy on diversity of Board of Directors.

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. 6. recommend to the board, all remuneration, in whatever form, payable to senior management.

7. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The Nomination and Remuneration Committee is required to meet at least once in a financial year under Regulation 19(3A) of the SEBI Listing Regulations.

The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was reconstituted at a meeting of the Board of Directors held on June 12, 2025, As on the date of this Red Herring Prospectus the Stakeholders Relationship Committee comprises of:

Sr. No. Names of Member	Designation in Board	Designation in Committee
1 Sanjay Kapoor	Independent Non-Executive Director	Chairman
2 Chirag Gupta	Executive Director	Member
3 Piyush Gupta	Executive Director	Member

a. The role of Stakeholder Relationship Committee, together with its powers, is as follows: b. Allotment and listing of our shares in future c. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity

Shares and issue of duplicate/split/consolidated share certificates; d. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; e. Reference to statutory and regulatory authorities regarding investor grievances; f. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; g. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

The quorum for a meeting of the Stakeholders Relationship Committee shall be two directors. The Committee shall meet as often as necessary and report to the Board on the status of redressal of complaints received from the shareholders of the Company. Decisions at the Committee meetings shall be taken by a majority of the members present, and in the event of an equality of votes, the Chairperson shall have a second or casting vote.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted at a meeting of the Board of Directors held on June 12, 2025, As on the date of this Red Herring Prospectus the Stakeholders Relationship Committee comprises of:

Name of the Director	Position in the Committee	Designation
Arun Gupta	Chairman	Managing Director
Gurpreet Kaur	Member	Independent Director
Piyush Gupta	Member	Executive Director
Chirag Gupta	Member	Executive Director

The terms of reference of the Corporate Social Responsibility Committee shall include the following:

a. formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board; b. identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

c. review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company; d. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities; e. review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; f. any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and g. exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the NSE EMERGE Platform of NSE . We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.

The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the Board.

Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our Company. Below are the details of the Key Managerial Personnel of our Company:

Sr. No . Name, Designation, Educational Qualification & Term of office (with date of expiration of term) and details of service contracts including termination/retirement benefits, if any,	Age	Year of Joining	Compensation paid for F.Y. ended 2025 (Amount in Rs. Lakhs	Overall experience (in years)	Previous employment	Past business experience, and functions and areas of experience
1 Name: Arun Gupta Designation: Managing Director Qualification: Senior Secondary Term of 5 years, Office: from June 11, 2025 till June 10, 2030, liable to retire by rotation. Service NA Contract:	60Ye ars	August 21, 1997	Nil	40 Years	NA	Please refer "Brief profile of Directors" Table of this chapter
2. Name: Piyush Gupta Designation: Whole Time Director and Chief Financial Officer Qualification: Bachelor of Commerce (Hons.)	36 Year s	December 08, 2011	24.04	13 Years	NA	Please refer "Brief profile of Directors" Table of this chapter

 

Term of Office:	As a Whole Time Director, 5 Years from February 01, 2025, Liable to retire by rotation and appointed as CFO since January 01, 2025.
Service Contract:	NA
3. Name:	Chirag Gupta	33Ye ars	January 15, 2019	24.04	6 years	NA	Please refer "Brief
Designation:	Whole Time Director						profile of Directors" Table of this
Qualification:	Bachelor of Arts (Hons.)						chapter
Term of Office:	5 Years from February 01, 2025, Liable to retire by rotation
Service	NA
Contract:
4 Name: Designation:	Nikita Tayal Company Secretary	30 Year s	01/01/202 5	0.77	5 Years	Citygold Credit Capital Limtied (NBFC)	Please refer "Brief Profile of Key
Qualification:	Bachelor of Laws (L.L.B.) and Company Secretary						Managerial Personnel and Senior Manageme nt Personnel"
Term of Office: Service Contract:	Permanent NA						Table of this chapter

Brief profile of Key Managerial Personnel and Senior Management Personnel

Arun Gupta, Please refer "Brief profile of Directors" on Page number 159.

Piyush Gupta, Please refer "Brief profile of Directors" on Page number 159.

Chirag Gupta, Please refer "Brief profile of Directors" on Page number 159.

Nikita Tayal is the Company Secretary of the Company, having joined on January 1, 2025. She is a qualified Company Secretary (ICSI, 2018) and Law Graduate (LLB., Punjabi University, 2021) with a B.Com. degree from Panjab University (2016). She has prior experience working part-time with B.K. Gupta & Associates, Practicing Company Secretaries, where she handled matters relating to corporate laws, IBC, NCLT, and ROC compliances. From November 2019 to December 2024, she served as the Whole-time Company Secretary of Citygold Credit Capital Limited, a listed NBFC on MSEI, where she was responsible for statutory and regulatory compliances under ROC, SEBI LODR, PIT, SAST Regulations, RBI filings through COSMOS, and coordination with regulatory authorities including CDSL, NSDL, and RTA. Her experience also includes preparation of statutory documents, regulatory filings, legal drafting, and support in corporate restructuring, liquidation, and related proceedings.

Changes in Key Managerial Personnel and Senior Management personnel in the past 3 years

Following have been the changes in the Key Managerial Personnel during the last three years:

Sr. No.	Name of KMP	Date of appointment/ resignation	Designation (at the time of appointment/ resignation)	Reason	Detailed Reason for Resignation
1.	Piyush Gupta	January 01, 2025	Chief Financial Officer	Appointment	-
2.	Nikita Tayal	January 01, 2025	Company Secretary	Appointment	-
3.	Arun Gupta	January 01, 2025	Chief Executive Officer	Appointment	-
4.	Piyush Gupta	February 01, 2025	Whole-Time Director	Redesignated	-
5.	Chirag Gupta	February 01, 2025	Whole-Time Director	Redesignated	-
6.	Arun Gupta	June 11, 2025	Managing Director	Redesignated	-
7.	Arun Gupta	June 30, 2025	Chief Executive Officer	Resignation	He resigned from the post of CEO to take up the role and responsibilities of Managing Director.

Attrition Rate as compared to industry

The following tables set forth our KMP attrition rate as of the periods indicated:

Particulars	February 28,	March 31, 2025	March 31, 2024	March 31, 2023
	2026	*
Employees from Previous Year	4	NA	NA	NA
New Employees in the Current Year	0	4	NA	NA
Left/Transferred & Retired Employees	0	0	NA	NA
Total Employees in Current Year	4	4	NA	NA
Attrition Rate	0%	0%	NA	NA

*The company has appointed KMP in the FY 24-25

As certified by certificate dated July 09, 2026, from our Statutory Auditor V.V. Bhalla & Co., Chartered Accountants

Shareholding of the Key Managerial Personnel

None of our Key Managerial Personnel holds any Equity Shares in our Company as on the date of this Red Herring Prospectus, except as follows:

Sr. No.	Name	No. of Equity Shares held	Percentage of the pre- offer paid up share capital (%)	Percentage of the post- offer paid up share capital (%)
1.	Arun Gupta	45,94,087	33.58%	[-]
2.	Piyush Gupta	22,86,046	16.71%	[-]
3.	Chirag Gupta	26,71,629	19.53%	[-]
Total		95,51,762	69.82%	[-]

Interest of Key Managerial Personnel

None of our key managerial personnel have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Bonus and/ or profit-sharing plan for the key managerial personnel

Our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.

Contingent and deferred compensation payable to key managerial personnel

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.

Payment of benefits to officers of our company (non-salary related)

Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of business, and the transactions as enumerated in the chapter titled "Restated Financial Information" and the chapter titled "Our Business" beginning on pages 182 and 123 of this Red Herring Prospectus, we have not paid/given any benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Red Herring Prospectus.

Notes:

All the key managerial personnel and senior management personnel mentioned above are on the payrolls of our company as permanent employees.

There is no arrangements / understanding with major shareholders, customers, suppliers, or other pursuant to which any of the above mentioned personnel have been recruited.

None of our Key Managerial Personnel & Senior Managerial Personnel has been granted any benefits in kind form our company, other than their remuneration.

Retirement Benefits

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company.

Details of the Service Contracts of the Key Managerial Personnel and Senior Management Personnel

None of our Key Managerial Personnel have entered into any service contracts with our company except for acting in their individual capacity as KMP and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. However, the KMPs have been issued Appointment letters for their term of appointment.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of or retirement from employment.

Loans given / availed by Directors / Key Managerial Personnel / Senior Management Personnel

There are no loans outstanding against the key managerial personnel other than the loan mentioned in the chapter Restated Financial Information page 182 of this Red Herring Prospectus.

Employee Stock Option Plan / Employee Stock Purchase Scheme

The Company has not granted or issued any Employee Stock Options (ESOPs)/ Employee Stock Purchase Scheme to its employees, directors, or Key Managerial Personnel as on date.

OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

Arun Gupta, Piyush Gupta and Chirag Gupta are the promoters of our Company.

As on date of this Red Herring Prospectus, our promoters shareholdings in our company are as follows:

S. No.	Name	Number of Equity Shares	Pre-Issue Shareholding as in % of Issued Capital
1.	Arun Gupta	45,94,087	33.58%
2.	Piyush Gupta	22,86,046	16.71%
3.	Chirag Gupta	26,71,629	19.53%

1. The face value of Equity share is Rs 10.

Details of our Promoters are as follows:

Individual Promoters:

Name	Arun Gupta
Date of Birth	November 04, 1965
Age	60 Years
Designation	Managing Director
Personal Address	87-88 K, Sarabha Nagar, Ludhiana, Punjab-141001, India
Educational Qualification	Senior Secondary Education
Experience	40 Years of Experience in Working in Textile Industry.
Positions/ Post held in the	Originally, he was appointed as a director since the incorporation
Past	of the company, i.e., since August 21, 1997, and later his
	designation was changed to a Managing Director, liable to retire
	by rotation for a period of five years w.e.f. June 11, 2025.
Directorships Held in the	He was a director in Trimurti Hosiery Mills Private Limited from
Past	1994 to 2023.
Other Ventures	Vidya Udyog Private Limited
	Trimurti Textile Park Association
	National Yarn Agency
	Arun Gupta HUF
Special Achievements	NA
Business & Financial	The business and financial activities are carried out in the course
Activities	of his profession as a Businessman.
PAN	ABZPG4892J
Name	Piyush Gupta
Date of Birth	September 02, 1989
Age	36 Years
Designation	Whole Time Director and Chief financial Officer
Personal Address	87 K, Sarabha Nagar, Ludhiana, Punjab-141001, India
Educational Qualification	Bachelor of Commerce (Hons.)
Experience	13 Years of Experience in Working in Textile Industry.
Positions/ Post Held in the	He was appointed as a Director since December 08, 2011 and
Past	later he redesignated as a Whole Time Director, liable to retire
	by rotation for a period of 5 Years w.e.f February 01, 2025 and
	appointed as CFO since January 01, 2025.
Directorships Held in the	NA
Past
Other Ventures	K.C. Fabrics
	Trimurti Textile Park Association
	Piyush Gupta HUF
Special Achievements	NA
Business & Financial	The business and financial activities are carried out in the course
Activities	of his profession as a Businessman.
PAN	AKJPG0952E
Name	Chirag Gupta
Date of Birth	January 02, 1993
Age	33 Years
Designation	Executive Director
Personal Address	87-88 K, Sarabha Nagar, Ludhiana, Punjab-141001, India
Educational Qualification	Bachelor of Arts (Hons.)
Experience	6 Years of Experience in Working in Textile Industry.
Positions/ Post Held in the	He was appointed as a Director since January 15, 2019 and
Past	later redesignated as Whole Time Director, liable to retire by
	rotation for a period of 5 Years w.e.f February 01, 2025.
Directorships Held in the	NA
Past
Other Ventures	K.C. Fabrics
	Chirag Gupta HUF
Special Achievements	NA
Business & Financial	The business and financial activities are carried out in the course
Activities	of his profession as a Businessman.
PAN	AXUPG3108N

Our Company undertakes that the details of Permanent Account Number, Bank Account Number, Aadhaar Card Number, Passport Number and Driving License number of the Promoters will be submitted to the EMERGE Platform of NSE, where the securities of our Company are proposed to be listed at the time of submission of Red Herring Prospectus.

Corporate Promoters:

Our Company does not have any corporate entity, alternative investment fund, or foreign venture capital investor registered with the Board identified as a promoter. The promoters of our Company are individuals only, and there are no institutional or corporate promoters associated with our Company.

Change in the control of our company

There has been no change in the management or control of our Company during the last five years preceding the date of this Red Herring Prospectus, the Present Promoters of our Company are Arun Gupta, Piyush Gupta, and Chirag Gupta. Initial subscribers to the MoA of our Company were Rajesh Gupta, Vishnu Gupta, Arun Gupta and Ravi Gupta. Piyush Gupta, and Chirag Gupta was not the original promoter of our Company, and they became Promoter, in terms of the SEBI ICDR Regulations.

*For details of acquisition of shareholding by our Promoters, please see "Capital Structure" on page 63.

Interest of promoters

1. Our Promoters are interested in our Company: (i) to the extent that they have promoted our Company; (ii) to the extent of their direct or indirect shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are interested and which hold Equity Shares in our Company; and (iii) the dividend payable upon such shareholding and any other distributions in respect of their shareholding in our Company or the shareholding of their relatives or such entities, if any. For further details, see "Capital Structure Details of Shareholding of our Promoters and members of our Promoter Group in our Company" on page 63. "Additionally, our Promoters may be interested in transactions entered into by our Company with them, their relatives, or other entities (i) in which our Promoters hold shares, directly or indirectly, or (ii) which are controlled by our Promoters.

2. Nature and extent of the interest of promoter(s), directors or group companies a. Interest in promotion of Our Company

Our Promoters are interested in the promotion of our Company in their capacity as a shareholder of our Company and having significant control over the management and influencing policy decisions of our Company.

b. Interest in the property of Our Company

Our Promoters have no interest in any property acquired by our Company neither in the preceding three years from the date of this Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Red Herring Prospectus.

For more information, refer to "Our Business" beginning on page number 123 of this Red Herring Prospectus and "Note 32 -Related Party Transaction" under section titled "Restated Financial Information"

c. Interest as member and directors of Our Company

Our Promoters hold 95,51,762 Shares aggregating to 69.82% of pre-issue Equity Share Capital in our Company and are therefore interested in the extent of his respective shareholding and the dividend declared, if any, by our Company. Except to the extent of his respective shareholding in our Company given in "Capital Structure" beginning on page 63 of this Red Herring Prospectus, our Promoters hold no other interest in our Company.

Further, our individual Promoters namely, Arun Gupta, Piyush Gupta, and Chirag Gupta, who are also Directors and/or Key Managerial Personnel of our Company, may be deemed to be interested in the terms of their appointment as such, including in relation to benefits, remuneration, reimbursement of expenses, etc., payable to them, if any, in their capacity as Directors. For further details, see "Our Management" on page 159.

d. Interest in any transaction in acquisition of land, construction of building and supply of machinery, etc.

Our Promoters also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Payment of benefits to our promoter and promoter group during the last two years

Except as disclosed in the section "Note 32 -Related Party Transaction" under section titled "Restated Financial Information" beginning on page number 182 of the Red Herring Prospectus, there has been no Payment or benefit to promoter during the two (2) years preceding the date of filing of this Red Herring Prospectus, nor is there any intention to pay or give any benefit to our Promoters as on the date of this Red Herring Prospectus.

Material guarantees

As on the date of this Red Herring Prospectus, our Promoters have not given any material guarantee to any third party with respect to the Equity Shares.

Our promoter may be interested to the extent of personal guarantees given by them in favour of the Company, for the details of

Personal Guarantee given by Promoters towards Financial facilities of our Company please refer to "Statement of Financial Indebtedness" and "Restated Financial Information" on page 184 and 182 respectively of this Red Herring Prospectus.

Companies / firms from which the promoter have disassociated themselves in the last (3) three years

Our Promoters has not disassociated themselves from any of the Companies, Firms or other entities during the last three years preceding the date of this Red Herring Prospectus, except as discussed below:

S. Name of No Promoter	Company Name	Date of disassociation	Reason for and circumstances leading to dissociation and terms of disassociation
1. Arun Gupta	Trimurti Hosiery Mills Private Limited	02/11/2023	Cessation of Directorship due to pre-occupation

Other ventures of our Promoters

Other than as disclosed in "- Promoter Group Entities forming part of our Promoter Group" and "Our Group Companies" on pages 176 and 217 our Promoters are not involved in any other ventures. Further, our Promoters do not have any direct interest in any venture that is involved in the same line of activity or business as conducted by our Company.

Outstanding Litigations details pertaining to our Promoters

For details of legal and regulatory proceedings involving our Promoters, please refer to "Outstanding Litigation and Material Developments" beginning on page 208 of this Red Herring Prospectus.

Experience of our promoters in the line of business of our Company

Our promoters possess extensive experience in our industry. For information, refer to "Our Management" beginning on page number 159 of this Red Herring Prospectus.

Related Party Transactions

For details of related party transactions entered into by our Company, please refer to "Restated Financial Information-Note 32-Related Party Transactions" beginning on page 182 of the Red Herring Prospectus.

Confirmations

Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued by Reserve Bank of India.

Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic Offenders Act, 2018.

As on the date of this Red Herring Prospectus, our Promoters and members of our Promoter Group have not been prohibited by SEBI or any other regulatory or governmental authority from accessing capital markets for any reasons. Further, our Promoters were not and are not promoters or persons in control of any other company that is or has been debarred from accessing the capital markets under any order or direction made by SEBI or any other authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority against our Promoters during the last five (5) years preceding the date of this Red Herring Prospectus, except as disclosed under

" Outstanding Litigation and Material Developments" beginning on page 208 of this Red Herring Prospectus.

Our Promoter Group

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of our Promoter Group

The natural persons who are part of our Promoter Group, other than our Individual Promoters, are as follows:

Name of Promoter	Name of member of Promoter Group	Relationship with Promoter
Arun Gupta	Kastoor Chand Gupta	Father
	Sulochana Gupta	Mother
	Sangeeta Gupta	Spouse
	Rajesh Gupta	Brother
	Vishnu Gupta	Brother
	Ravi Gupta	Brother
	Piyush Gupta	Son
	Chirag Gupta	Son
	Om Prakash Chaudhary	Spouses Father
	Late Smt. Revati Devi	Spouses Mother
	Murli Dhar Choudhary	Spouses Brother
	Ghanshyam Choudhary	Spouses Brother
	Santosh Devi Jallan	Spouses Sister
Piyush Gupta	Arun Gupta	Father
	Sangeeta Gupta	Mother
	Nitasha Gupta	Spouse
	Chirag Gupta	Brother
	Sarvada Gupta (Minor)	Daughter
	Prashast Gupta (Minor)	Son
	Pardeep Mittal	Spouses Father
	Anita Mittal	Spouses Mother
	Pankush Mittal	Spouses Brother
Chirag Gupta	Arun Gupta	Father
	Sangeeta Gupta	Mother
	Vani Gupta	Spouse
	Piyush Gupta	Brother
	Yashasav Gupta (Minor)	Son
	Ajay Gupta	Spouses Father
	Monika Gupta	Spouses Mother
	Keshav Gupta	Spouses Brother

Entities forming part of our Promoter Group

Sr. No. Name of Entity	Type of Entity
1 Trimurti Hosiery Mills Private Limited	Company
2 Vidya Udyog Private Limited	Company
3 Trimurti Textile Park Association	Company
4 Star Vista Developers Private Limited	Company
5 Star Cottex Limited	Company
6 Sarvatra Jewels Pvt Ltd.	Company
7 K.C. Fabrics	Partnership Firm
8 Trimurti Apparels	Partnership Firm
9 Arun Gupta HUF	HUF
10 Piyush Gupta HUF	HUF
11 Chirag Gupta HUF	HUF
12 Kastoor Chand Gupta HUF	HUF
13 Ravi Gupta HUF	HUF
14 Vishnu Gupta HUF	HUF
15 Rajesh Gupta HUF	HUF
16 Starlight Hosiery Mills	Sole Proprietorship
17 Arun Gupta HUF	HUF
18 Palace Jewellers	Partnership Firm
19 RPA Developers	Partnership Firm
20 Star Vista Welfare Foundation	Company
21 Pardeep Kumar & Sons HUF	HUF
22 Pankush Mittal HUF	HUF
23 Samridhi Steels	Partnership Firm
24 Aurex Global LLC	International Body Corporate